Dun & Bradstreet Holdings, Inc.: M&A transaction — Clearlake completes acquisition of Dun & Bradstreet for $9.15/share; stock delisted

Dun & Bradstreet Holdings, Inc.

Each share converted into $9.15 cash; company now privately held.
Stock delisted from NYSE; SEC deregistration to follow.
Parent entered $5.0B term loan and $500M revolver to fund transaction.
Former credit agreement repaid; 5.000% Senior Notes due 2029 redeemed at 102.5%.
All prior directors resigned except Anthony Jabbour; new directors James Pade, Naveen Shahani, Matt Jeong appointed.

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Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Dun & Bradstreet Holdings, Inc. incurred credit facility of $5.0 billion with Ares Capital Corporation.

Instrument: credit facility
Principal: $5.0 billion
Counterparty: Ares Capital Corporation
Event: incurrence

Exact text from the filing

Credit Agreement provides for, among other things, (i) an initial term loan facility in an aggregate principal amount equal to $5.0 billion

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Dun & Bradstreet Holdings, Inc.: Amended and restated bylaws in their entirety at effective time of merger.

Change: bylaw amendment

Exact text from the filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Amended and Restated Bylaws of the Company in effect immediately prior to the Effective Time were amended and restated in their entirety (the “Bylaws”).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Dun & Bradstreet Holdings, Inc.: Amended and restated certificate of incorporation in its entirety at effective time of merger.

Change: charter amendment

Exact text from the filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company in effect immediately prior to the Effective Time was amended and restated in its entirety (the “Charter”).

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Dun & Bradstreet Holdings, Inc. underwent a change of control involving Denali Intermediate Holdings, Inc. and Denali Buyer, Inc. (affiliates of Clearlake Capital Group L.P.) for $9.15 per share (closed 2025-08-26).

Action: change of control
Counterparty: Denali Intermediate Holdings, Inc. and Denali Buyer, Inc. (affiliates of Clearlake Capital Group L.P.)
Consideration: $9.15 per share
Closing: 2025-08-26

Exact text from the filing

a demand for appraisal rights in accordance with Section 262 of the Delaware General Corporation Law), was converted into the right to receive cash in an amount equal to $9.15 per share, without interest and subject to deduction for any applicable withholding taxes (the “Merger Consideration”). At the Effective Time, and by virtue of the Merger, each

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Source: SEC EDGAR

accession 0001104659-25-082892

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